Section 182. Obligations of borrowing corporation

(1) Where there is a trustee for the debenture holders of a borrowing corporation, the directors of the borrowing corporation shall prepare a report—

(a) at the end of a period not exceeding three months ending on a day, not later than six months after the date of the relevant prospectus which the trustee is required to notify the borrowing corporation in writing; and

(b) at the end of each succeeding period, being a period of three months or such shorter time as the trustee may, in any special circumstances allow.

(2) The report relating to the period referred to in subsection (1) shall comply with subsection (3) and a copy of the report shall be lodged with the Registrar and the trustee within thirty days from the end of each period.

(3) The report referred to in subsection (1) shall be signed by not less than two of the directors of the borrowing corporation and shall set out in detail any matters adversely affecting the security or the interests of the debenture holders as follows:

(a) whether or not the limitations on the amount that the corporation may borrow have been exceeded;

(b) whether or not the borrowing corporation and each of its guarantor corporations have observed and performed all the covenants and provisions binding on the borrowing corporation and each of its guarantor corporations respectively under the debentures or any trust deed;

(c) whether or not any event has happened which has caused or could cause the debentures or any provision of the relevant trust deed to become enforceable and if so, particulars of that event;

(d) whether or not any circumstances affecting the borrowing corporation, its subsidiaries or its guarantor corporations or any of the corporation, its subsidiaries or its guarantor corporations have occurred which materially affect any security or charge included in or created by the debentures or any trust deed and if so, the particulars of the circumstances;

(e) whether or not there has been any substantial change in the nature of the business of the borrowing corporation or any of its subsidiaries or any of its guarantor corporations since the debentures were first issued to the public which has not previously been reported upon as required by this section and if so, the particulars of such change; and

(f) where the borrowing corporation has deposited money with or lent money to or assumed any liability of a corporation which is deemed to be related to the borrowing corporation under section 7, the particulars of—

(i) the total amounts deposited or loaned and the extent of any liability assumed during the period covered by the report; and

(ii) the total amounts owing to the borrowing corporation in respect of money deposited or loaned and the extent of any liability assumed as at the end of the period covered by the report,

distinguishing between the secured and unsecured deposits, loans and assumptions of liabilities.

(4) The moneys referred to in paragraph (3)(f) shall not include any deposit with or loan to or any liability assumed on behalf of a corporation if the corporation has guaranteed the repayment of the debentures of the borrowing corporation and has secured the guarantee by a charge over its assets in favour of the trustee for debenture holders of the borrowing corporation.

(5) If there is a trustee for the debenture holders, the borrowing corporation and each of the guarantor corporations which has guaranteed the repayment of the moneys raised by the issue of the debentures shall furnish the trustee—

(a) within twenty-one days from the date of the creation of any charge by the corporation or the guarantor corporation, as the case requires, the particulars of the charge created, whether or not any demand for the repayment has been made; and

(b) if the amount to be advanced on the security of the charge is indeterminate—

(i) within seven days of any advances made, the particulars of the amount advanced; or

(ii) if the advances made are merged in a current account with bankers or trade creditors, once every three months, the particulars of the net amount outstanding in respect of any such advances made.

(6) The directors of every borrowing corporation and the directors of every guarantor corporation shall cause to be prepared a financial statement for the period from the end of that financial year until the expiration of six months after the end of that financial year and lodged with the Registrar and trustee for the debenture holders, if any, at some date not later than nine months after the expiration of each financial year of the corporation.

(7) Sections 249, 250, 252 and subsections 266(1), (2) and (6) shall, with such modifications as are necessary, be applicable to every financial statement prepared and lodged under subsection (6) as if that financial statement were a financial statement referred to in those sections.

(8) If the directors of a borrowing corporation do not lodge with the trustee for the debenture holders a report as required by subsection (1) or if the directors of a borrowing corporation or the directors of a guarantor corporation do not lodge with the trustee the financial statement and reports as required by subsection (6) within the time prescribed, the trustee shall forthwith lodge notice of that fact with the Registrar.

(9) Any director of the borrowing corporation who contravenes subsection (1) commits an offence and shall, on conviction, be liable to a fine not exceeding twenty thousand ringgit and, in the case of a continuing offence, to a further fine not exceeding five hundred ringgit for each day during which the offence continues after conviction.

(10) Any director of a borrowing corporation or a guarantor corporation who contravenes subsection (2) or (6) commits an offence and shall, on conviction, be liable to a fine not exceeding ten thousand ringgit and, in the case of a continuing offence, to a further fine not exceeding five hundred ringgit for each day during which the offence continues after conviction.